EXECUTIVE EMPLOYMENT AGREEMENT
(Amended and Restated on June 2, 2010, effective April 1, 2009)
This Employment Agreement (this “ Agreement ”) is by and between American Physicians Service
Group, Inc., a Texas corporation (“ Employer ”) and Timothy L. LaFrey, an individual (“ Executive ”), and
shall be effective as of April 1, 2009 (the “ Effective Date ”).
Executive desires to be employed by Employer upon the terms and conditions stated herein, and
Employer desires to employ Executive provided that, in so doing, it can protect its confidential information,
business, accounts, patronage and goodwill.
Employer and Executive have specifically determined that the terms of this Agreement are fair and
Statement of Agreement
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, and for
other good, valuable and binding consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto, intending to be legally bound hereby, agree as follows:
Term; Termination; Prior Agreements .
Term . Employer hereby hires Executive and Executive accepts such employment for a
term of four years commencing on the Effective Date.
Termination Upon Expiration . Unless earlier terminated by Employer or Executive in
accordance with the terms of this Agreement, this Agreement shall terminate automatically upon the expiration of
the four-year term described in Section 1.1.
Termination Upon Death or Permanent Disability . This Agreement shall be automatically
terminated on the death of Executive or on the permanent disability of Executive if Executive is no longer able to
perform in all material respects the usual and customary duties of Executive’s employment hereunder. For
purposes hereof, any condition which in reasonable likelihood is expected to impair Executive’s ability to
materially perform Executive’s duties hereunder for a period of three months or more shall be